Common use of Surrender of Certificates; Stock Transfer Books Clause in Contracts

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the funds to which holders of such shares shall become entitled pursuant to Sections 1.1(b) and (f) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the funds to which holders of such shares shall become entitled pursuant to Section 2.5. The paying agent agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and substance reasonably acceptable to the Company. At or promptly following the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make payment of the cash consideration payable pursuant to Section 1.1(b) and (f), and with the Paying Agent cash sufficient to make payment of the cash consideration payable pursuant to Section 2.5 (together, the “Payment Fund”). The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided, that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A‑1 or P‑1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three months.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the funds aggregate Offer Price to which such holders of such shares shall become entitled pursuant to Sections Section 1.1(b) and (f) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the funds aggregate Merger Consideration to which such holders of such shares shall become entitled pursuant to Section 2.5. The paying agent agreement Paying Agent Agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and substance reasonably acceptable to the Company. At or promptly following the Offer Acceptance Time but prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make payment of the cash consideration aggregate Offer Price payable pursuant to Section 1.1(b) and (f), and with the Paying Agent cash sufficient to make payment of the cash consideration aggregate Merger Consideration payable pursuant to Section 2.5 (such deposits together, the “Payment Fund”). The Payment Fund shall not be used for any purpose other purposethan to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration in the Merger. The Payment Fund shall may be invested by the Paying Agent as directed by Parentthe Surviving Corporation; provided, provided that such investments shall be (1) in obligations of or guaranteed by the United States of America, America in commercial paper obligations rated A‑1 A-1 or P‑1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (2) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (3) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, (i) no such instrument shall investment will relieve Parent, Purchaser, or the Paying Agent from making the payments required by this Section 2 and (ii) no such investment will have a maturity exceeding three monthsmaturities that could prevent or delay payments to be made pursuant to this Agreement.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the funds to which holders of such shares Shares shall become entitled pursuant to Sections Section 1.1(b) and (f) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the funds to which holders of such shares shall become entitled pursuant to Section 2.5. The paying agent Paying Agent agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and substance reasonably acceptable to the Company. At or promptly following prior to the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make payment of the cash consideration payable pursuant to Section 1.1(b) and (f), and with the Paying Agent cash sufficient to make payment of the cash consideration payable pursuant to Section 2.5 (together, the “Payment Fund”). The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided, that such investments shall be in obligations of or guaranteed by the United States of America, America in commercial paper obligations rated A‑1 A-1 or P‑1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance TimeCommencement Date, Parent shall designate a bank or trust company reasonably acceptable to the Company (such approval not to be unreasonably withheld) to act as agent (the “Depository Agent”) for the holders of Shares to receive the funds aggregate Offer Price to which holders of such shares Shares shall become entitled pursuant to Sections Section 1.1(b) and (f) and to act as agent (the “Paying Agent”) for the holders of Shares and the holders of outstanding shares of Company Preferred Stock to receive the funds aggregate Merger Consideration to which holders of such Shares or the holders of such outstanding shares of Company Preferred Stock, as the case may be, shall become entitled pursuant to Section 2.5. The paying agent agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and substance reasonably acceptable to the Company. At or promptly following Promptly after the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the cash consideration aggregate Offer Price payable pursuant to Section 1.1(b) and (f1.1(h). On or prior to the Closing Date, and Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash sufficient to make payment of pay the cash consideration aggregate Merger Consideration payable pursuant to Section 2.5 (togethertogether with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other purposethan to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration in the Merger. The Payment Fund shall be invested by the Paying Agent as directed by Parentthe Surviving Corporation; provided, provided that such investments shall be (w) in obligations of or guaranteed by the United States of America, (x) in commercial paper obligations rated A‑1 A-1 or P‑1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (z) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. To the extent Parent becomes aware that (i) there are any losses with respect to any such investments or (ii) the Payment Fund has diminished for any reason below the level required for the Depository Agent or Paying Agent to make cash payment pursuant to Section 1.1(h) and Section 2.5, as applicable, Parent or the Surviving Corporation shall promptly replace or restore the cash in the Payment Fund so as to ensure that the Payment Fund has sufficient funds to allow the Depository Agent and the Paying Agent to make such payments pursuant to Section 1.1(h) and Section 2.5, as applicable.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the funds aggregate Closing Amounts to which holders of such shares Shares shall become entitled pursuant to Sections Section 1.1(b) and (f) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the funds aggregate Closing Amounts to which holders of such shares Shares shall become entitled pursuant to Section 2.5. The paying agent agreement pursuant to which Parent shall appoint Promptly after (and in any event no later than the Paying Agent shall be in form and substance reasonably acceptable to the Company. At or promptly following third business day after) the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the cash consideration aggregate Closing Amounts payable pursuant to Section 1.1(b) and (f1.1(i). On or prior to the Closing Date, and Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash sufficient to make payment of pay the cash consideration aggregate Closing Amounts payable pursuant to Section 2.5 (togethertogether with the amount deposited pursuant the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other purposethan to pay the aggregate Closing Amounts in the Offer and the Merger. The Payment Fund shall be invested by the Paying Agent as directed by Parentthe Surviving Corporation; provided, provided that such investments shall be (w) in obligations of or guaranteed by the United States of America, (x) in commercial paper obligations rated A‑1 A-1 or P‑1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (z) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) ), for the holders of Shares to receive the funds to which such holders of such shares shall become entitled pursuant to Sections 1.1(b) and (fSection 2.1(b) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the funds to which such holders of such shares shall become entitled pursuant to Section 2.53.5(a)(iii). The paying agent agreement Paying Agent Agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and substance reasonably acceptable to the Company. At or promptly following Immediately prior to the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make payment of the cash consideration payable pursuant to Section 1.1(b2.1(b) and (f), and with the Paying Agent cash sufficient to make payment of the cash consideration payable pursuant to Section 2.5 3.5 (togethersuch deposits with the Depository Agent and with the Paying Agent, collectively, the “Payment Fund”). For the avoidance of doubt, Parent shall not be required to deposit any funds related to any CVR with the Rights Agent unless and until such deposit is required pursuant to the terms of the CVR Agreement. The Payment Fund shall not be used for any purpose other purpose. The than to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration in the Merger; provided, however, the Payment Fund shall may be invested by the Paying Agent as directed by Parentthe Surviving Corporation; provided, further, that such investments shall be (1) in obligations of or guaranteed by the United States of America, America in commercial paper obligations rated A‑1 A-1 or P‑1 P-1 or better by Xxxxx’x Mxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (2) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (3) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, (i) no such instrument shall investment will relieve Parent, Purchaser, or the Paying Agent from making the payments required by this Article 3 and (ii) no such investment will have a maturity exceeding three monthsmaturities that could prevent or delay payments to be made pursuant to this Agreement.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, (i) Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the holders of shares of Company Common Stock to receive the funds to which holders of such shares shall become entitled pursuant to Section 2.1(b) and Section 2.1(f) and (ii) Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the funds to which holders shares of such shares shall become entitled pursuant to Sections 1.1(b) and (f) and to act as agent (the “Paying Agent”) for the holders of Shares Company Common Stock to receive the funds to which holders of such shares shall become entitled pursuant to Section 2.53.5. The paying agent agreement pursuant to which Parent shall appoint the Depository Agent and the Paying Agent shall shall, in each case, be in form and substance reasonably acceptable to the Company. At or promptly following the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent Paying Agent, (A) with the Paying Agent, cash sufficient to make payment of the cash consideration payable pursuant to Section 1.1(b2.1(b) and Section 2.1(f) and (f), and B) with the Paying Agent Depository Agent, cash sufficient to make payment of the cash consideration Offer Price payable pursuant to Section 2.5 3.5 (such amounts in clauses (A) and (B) of this sentence, together, the “Payment Fund”). The Payment Fund shall not be used for any other purpose. Parent shall be responsible for all expenses of the Depository Agent and the Paying Agent. The Payment Fund shall be invested by the Paying Agent as directed by Parentthe Surviving Corporation; provided, that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A‑1 A-1 or P‑1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three months; provided, further, that no such investment or losses thereon shall affect amounts payable to the holders of shares of Company Common Stock pursuant to this Agreement (including in the Offer or the Merger). To the extent there are losses or the Payment Fund for any reason (including Dissenting Shares losing their status as such) is less than the level required to pay the aggregate consideration payable pursuant to the Offer or the aggregate Merger Consideration payable pursuant to this Agreement, Parent shall promptly provide, or shall cause the Surviving Corporation to promptly provide, additional funds, in cash, to the Payment Fund for the benefit of such holders of Company Common Stock in the amount of any such losses or other amounts necessary to satisfy the obligations of Parent and the Surviving Corporation to make prompt payments of the amounts payable pursuant to this Agreement (including in the Offer or the Merger).

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares shares of Company Common Stock to receive the funds to which such holders of such shares shall become entitled pursuant to Sections Section 1.1(b) and (f) and to act as agent (the “Paying Agent”) for the holders of Shares shares of Company Common Stock to receive the funds to which such holders of such shares shall become entitled pursuant to Section 2.5. The paying 2.5 and to act as rights agent agreement pursuant to which Parent shall appoint (in such capacity, the Paying Agent shall be in form and substance reasonably acceptable to “Rights Agent”) under the CompanyCVR Agreement. At or promptly following prior to the Offer Acceptance Effective Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make payment of the cash consideration aggregate Cash Portion payable pursuant to Section 1.1(b) and (f), and with the Paying Agent aggregate cash sufficient to make payment of the cash consideration aggregate Cash Portion payable pursuant to Section 2.5 (together, the “Payment Fund”); provided that Parent shall not be required to deposit the funds related to the CVR Portion with the Rights Agent unless and until such deposit is required pursuant to the terms of the CVR Agreement. The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation or Parent; provided, that such investments shall be in obligations of or guaranteed by the United States of America, America in commercial paper obligations rated A‑1 A-1 or P‑1 P-1 or better by Xxxxx’x Xxxxx'x Investors Service, Inc. or Standard & Poor’s 's Corporation, respectively, in certificates of deposit, bank repurchase agreements or banker’s 's acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the funds aggregate Offer Price to which holders of such shares Shares shall become entitled pursuant to Sections Section 1.1(b) and (f) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the funds aggregate Merger Consideration to which holders of such shares Shares shall become entitled pursuant to Section 2.5. The paying agent agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and substance reasonably acceptable to the Company. At Prior to or promptly following the Offer Acceptance TimeTime (but in any event on the same Business Day), Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make payment of the aggregate cash consideration payable pursuant to Section 1.1(b) and (f), and with the Paying Agent cash sufficient to make payment of the aggregate cash consideration payable pursuant to Section 2.5 (together, the “Payment Fund”). The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by ParentParent or the Surviving Corporation; provided, that such investments shall be (i) in obligations of or guaranteed by the United States of America, (ii) in commercial paper obligations rated A‑1 A-1 or P‑1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (iii) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, billion or (iv) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition acquisition, or a any combination of the foregoing andforegoing, and in any such case, no such instrument shall have a maturity exceeding three months.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the funds aggregate Offer Price to which holders of such shares Shares shall become entitled pursuant to Sections Section 1.1(b) and (f) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the funds aggregate Merger Consideration to which holders of such shares Shares shall become entitled pursuant to Section 2.5. The paying agent agreement pursuant Prior to which Parent shall appoint the Paying Agent shall be in form and substance reasonably acceptable to the Company. At or promptly following the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the cash consideration aggregate Offer Price payable pursuant to Section 1.1(b) and (f1.1(h). On or prior to the Closing Date, and Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash sufficient to make payment of pay the cash consideration aggregate Merger Consideration payable pursuant to Section 2.5 (togethertogether with the amount deposited pursuant the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other purposethan to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration in the Merger. The Payment Fund shall be invested by the Paying Agent as directed by ParentPxxxxx; provided, provided that such investments shall be (i) in obligations of or guaranteed by the United States of America, (ii) in commercial paper obligations rated A‑1 A-1 or P‑1 P-1 or better by Xxxxx’x Mxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (iii) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billionbillion (based on the most recent financial statements of such bank that are then publicly available), or (iv) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months; provided, further, that no gain or loss thereon shall affect the amounts payable hereunder and Parent shall take all actions necessary to ensure that the Payment Fund includes at all times cash sufficient to satisfy Parent’s and Purchaser’s obligations under this Agreement.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the funds to which holders of such shares shall become entitled pursuant to Sections Section 1.1(b) and (f) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the funds to which holders of such shares shall become entitled pursuant to Section 2.5. The paying agent agreement Paying Agent Agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and substance reasonably acceptable to the Company. At or promptly following the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make payment of the cash consideration payable pursuant to Section 1.1(b) and (f), and with the Paying Agent cash sufficient to make payment of the cash consideration payable pursuant to Section 2.5 (together, the “Payment Fund”). The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parentthe Surviving Corporation; provided, that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A‑1 A-1 or P‑1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three months.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the funds to which holders of such shares shall become entitled pursuant to Sections 1.1(b) and (f) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the funds to which holders of such shares shall become entitled pursuant to Section 2.5. The paying agent agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and substance reasonably acceptable to the Company. At or promptly following the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make payment of the cash consideration payable pursuant to Section 1.1(b) and (f), and with the Paying Agent cash sufficient to make payment of the cash consideration payable pursuant to Section 2.5 (together, the “Payment Fund”). The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided, that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A‑1 A-1 or P‑1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three months.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the funds to which holders of such shares shall become entitled pursuant to Sections 1.1(b) and (f) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the funds to which holders of such shares shall become entitled pursuant to Section 2.5. The paying agent agreement Paying Agent Agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and substance reasonably acceptable to the Company. At or promptly following the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make payment of the cash consideration payable pursuant to Section Sections 1.1(b) and (f), and with the Paying Agent cash sufficient to make payment of the cash consideration payable pursuant to Section 2.5 (together, the “Payment Fund”). The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parentthe Surviving Corporation; provided, provided that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A‑1 A-1 or P‑1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three months.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the funds to which holders of such shares shall become entitled pursuant to Sections 1.1(b) and (f) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the funds to which holders of such shares shall become entitled pursuant to Section 2.51.5. The paying agent agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and substance reasonably acceptable to the Company. At or promptly following prior to the Offer Acceptance TimeClosing, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make payment of the cash consideration payable pursuant to Section 1.1(b) and (f), and deposited with the Paying Agent cash sufficient to make payment of the cash consideration Merger Consideration payable pursuant to Section 2.5 1.5 and Section 1.8 (togetherthe total cash deposited with the Paying Agent, the “Payment Fund”). The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parent; provided, that such investments shall be in obligations of or guaranteed by the United States of America, America in commercial paper obligations rated A‑1 A-1 or P‑1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three months; provided, further, that no gain or loss thereon shall affect the amounts payable hereunder.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the funds to which holders of such shares shall become entitled pursuant to Sections Section 1.1(b) and (f) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the funds to which holders of such shares shall become entitled pursuant to Section 2.5. The paying agent agreement Paying Agent Agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and substance reasonably acceptable to the Company. At or promptly following the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make payment of the cash consideration payable pursuant to Section 1.1(b) and (f), and with the Paying Agent cash sufficient to make payment of the cash consideration payable pursuant to Section 2.5 (together, the “Payment Fund”). The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by Parentthe Surviving Corporation; provided, provided that such investments shall be in obligations of or guaranteed by the United States of America, America in commercial paper obligations rated A‑1 A-1 or P‑1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three months.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Exchange Agent”) for the holders purposes of exchanging Shares to receive represented by a certificate evidencing such Shares (the funds “Certificates”) and Book-Entry Shares for the Merger Consideration to which holders of such shares shall become entitled pursuant to Sections 1.1(b) and (f) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the funds to which holders of such shares shall become entitled pursuant to Section 2.51.3. The paying agent agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and substance reasonably acceptable On or prior to the Company. At or promptly following the Offer Acceptance TimeClosing Date, Parent shall deposit, or shall cause to be deposited, with the Depository Exchange Agent cash sufficient to make payment of pay the cash consideration aggregate Merger Consideration payable pursuant to Section 1.1(b1.3(a)(iii) and (f), and with the Paying Agent cash sufficient to make payment of the cash consideration payable pursuant to Section 2.5 (together, the “Payment Fund”). The Payment Fund shall not be used for any purpose other purposethan to pay the aggregate Merger Consideration in the Merger. The Payment Fund shall be invested by the Paying Exchange Agent as directed by Parentthe Surviving Corporation; provided, provided that such investments shall be (w) in obligations of or guaranteed by the United States of America, (x) in commercial paper obligations rated A‑1 A-1 or P‑1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (z) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three months. Notwithstanding anything to the contrary herein, the Equity Award Consideration will not be deposited with the Exchange Agent and will be paid in accordance with Section 1.6. In the event the Payment Fund shall be insufficient to pay the aggregate Merger Consideration in accordance with Section 1.3(a)(iii), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount that is equal to the shortfall that is required to make such payment.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the funds aggregate Offer Price to which holders of such shares Shares shall become entitled pursuant to Sections Section 1.1(b) and (f) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the funds aggregate Merger Consideration to which holders of such shares Shares shall become entitled pursuant to Section 2.5. The paying agent agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and substance reasonably acceptable to the Company. At or promptly following Promptly after the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the cash consideration aggregate Offer Price payable pursuant to Section 1.1(b) and (f1.1(h). On or prior to the Closing Date, and Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash sufficient to make payment of pay the cash consideration aggregate Merger Consideration payable pursuant to Section 2.5 2.5(a)(iii) (togethertogether with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other purposethan to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration in the Merger. The Payment Fund shall be invested by the Paying Agent as directed by Parentthe Surviving Corporation; provided, provided that such investments shall be (w) in obligations of or guaranteed by the United States of America, (x) in commercial paper obligations rated A‑1 A-1 or P‑1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (y) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (z) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three months.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the funds to which holders of such shares shall become entitled pursuant to Sections 1.1(b) and (f) and to act as an agent (the “Paying Agent”) for the holders of Shares to receive the funds consideration to which such holders of such shares shall become entitled pursuant to Section 2.52.1(f) and Section 3.5(a)(iii). The paying agent agreement Paying Agent Agreement pursuant to which Parent shall appoint the Paying Agent shall be in form and substance reasonably acceptable to the Company. At or promptly following after the Offer Acceptance Effective Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make payment of the cash consideration payable pursuant to Section 1.1(b) and (f), and with the Paying Agent cash sufficient to make payment of the cash consideration payable pursuant to Section 2.5 2.1(f) and Section 3.5 (togethersuch deposit with the Paying Agent, the “Payment Fund”). The Payment Fund shall not be used for any other purpose. The Payment Fund shall may be invested by the Paying Agent as directed by ParentXxxxxx; provided, that such investments shall be (i) in obligations of of, or guaranteed by by, the United States of America, (ii) in commercial paper obligations rated A‑1 A-1 or P‑1 P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (iii) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (iv) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing foregoing, and, in any such case, no such instrument investment will (x) relieve Parent from making the payments required by Section 2.1(f) and Section 3.5 or (y) have maturities that could prevent or delay payments to be made pursuant to this Agreement and in no event shall have such maturities exceed thirty (30) days. The Payment Fund shall not be used for any purpose other than to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration in the Merger; provided that any interest or income produced by investments with respect to the Payment Fund shall be the property of Parent. To the extent that such fund diminishes for any reason below the level required to make prompt payment of the aggregate Offer Price in the Offer and the aggregate Merger Consideration in the Merger, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a maturity exceeding three monthslevel sufficient to make such payments pursuant to Article 2 and Article 3, as applicable.

Surrender of Certificates; Stock Transfer Books. (a) Prior to the Offer Acceptance Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Depository Agent”) for the holders of Shares to receive the funds aggregate Offer Price to which holders of such shares Shares shall become entitled pursuant to Sections Section 1.1(b) and (f) and to act as agent (the “Paying Agent”) for the holders of Shares to receive the funds aggregate Merger Consideration to which holders of such shares Shares shall become entitled pursuant to Section 2.5. The paying agent agreement pursuant to which Parent shall appoint Promptly after (and in any event no later than the Paying Agent shall be in form and substance reasonably acceptable to the Company. At or promptly following second business day after) the Offer Acceptance Time, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the cash consideration aggregate Offer Price payable pursuant to Section 1.1(b) and (f1.1(h). On or prior to the Closing Date, and Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash sufficient to make payment of pay the cash consideration aggregate Merger Consideration payable pursuant to Section 2.5 (togethertogether with the amount deposited pursuant the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other purposethan to pay the aggregate Offer Price in the Offer and the aggregate Merger Consideration in the Merger. The Payment Fund shall be invested by the Paying Agent as directed by Parentthe Surviving Corporation; provided, provided that such investments shall be (i) in obligations of or guaranteed by the United States of America, ; (ii) in commercial paper obligations rated A‑1 A-1 or P‑1 P-1 or better by Xxxxx’x Mxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, ; (iii) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, ; or (iv) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months.